Third Wheel
by Cy Fur
Summary: Demyx isn't asking much from Xion and Axel. He just wants to watch... Written for 30 lemons. Axel/Xion.


**I do not own Kingdom Hearts or any characters thereof, and will not be making any money off of them.**

They're not supposed to be doing this on a mission. Saix told Axel that they would both be "sternly disciplined" if they were caught messing around again on a mission, which would probably result in a lot of pain. Painful pain. But Xion can't make herself care as she's pushed into the rock of the cliff, hoisted up by Axel's hands under her bottom and kissing Axel, her fingers threading through his hair and her mouth hot against his. The rock is going to leave indentations on her skin, but she doesn't care as hot, sweet lightning dances across her bones. She tugs on his hair, forcing his head back as she kisses him as hard as she can. Something about this flying world gets to her, makes her bones sing and her teeth buzz. It leaves her horny as hell, this flying feeling, and she ends up wrapped around Axel, her hips already working to grind the seam of her pants against her clit, although she's really only rocking her hips into his belly.

Axel is just as hungry as she is, just as desperate. He is pushing her back into the rock of the cliff, kissing her as hard as he can, his mouth hot and wet, leaving tingling trails from her mouth to her ear to her neck. He's got her ass in his hands, and he's kneading it as he listens to her little quiet moans, hears the wet sounds their mouths make every time they meet again for another kiss. He is filled with the scent of her skin, the taste of her mouth, the feel of her tongue against his. He's so absorbed that he doesn't really notice anything at all outside of their little bubble of lonely wanting, until he hears the sound of a throat being cleared theatrically.

"Aren't you guys supposed to lay off'a that stuff during missions?"

Axel is so surprised that he bites Xion's tongue. This makes Xion screech and jerk, letting go of him. He drops her in a pile on the ground and whirls around to find… Demyx, leaning against his sitar and smirking.

"What the fuck are you doing?" Axel demands, one hand reaching down to help Xion up.

"Oh, just checkin' up to see why you're takin' such a long time." Demyx grins like a wolf at the way Xion is blushing, fiddling with her gloves. "I didn't know little Xion was such a horny thing. Did you make her into such a little spitfire?"

"Demyx, shut up," Axel says, beginning to zip his coat back up. "Don't you have ass to kiss?"

"Nah, you're confusing me with Saix," Demyx says lightly, and he's unzipping his own coat, revealing the black singlet he wears underneath.

Axel narrows his eyes, wrapping his arm around Xion's shoulders. He doesn't like Demyx, doesn't trust him. Oh, he seems so sweet, so goofy, so cowardly and weak. But Demyx is water. Water looks shallow and inviting, until you take a step and realize that it's over your head, and it's too late, because you're drowning. Axel is fire, and fire knows the danger of water. He knows that Demyx is as much of a killer as he is, as much of a Nobody. Demyx just hides it better.

"Please don't tell," Xion says in her quiet little voice, looking up at Demyx with her big blue eyes. Xion trusts Demyx - Xion is young and naïve, and youth always falls for the kind voice and sweet face.

"Oh, I won't tell, don't worry, sweetheart." Demyx dissolves his sitar into a ball of water, closing his fist and making it disappear. He begins to walk towards the two of them, his eyes on Xion's. "Would you just be willing to do me one favor?"

Axel tugs her closer, so that she's standing in front of him, his hands on her shoulders, his thumbs rubbing the back of her neck, gently, feeling the little hairs prickle under his fingers. He doesn't like the predatory look on Demyx's face - it reminds him of this fish that live deep down in the ocean's crushing depths, the ones with the bright lights.

"W-what kind of favor?" Xion presses back into Axel, her hands moving up to squeeze Axel's fingers out of nervousness.

"Oh, not a big one." Demyx keeps up his fish smile. He leans down, so that his face is more or less level with Xion's. "I just wanna watch."

"Watch." Axel's voice is flat.

"Yeah… it's not that big a deal, right? You've already whored her out to Marluxia." Demyx is smiling his big, stupid smile. "Xion doesn't mind, does she?"

"Axel…?" Xion looks over and up at Axel, her brow wrinkling as she tries to discern what Demyx is talking about. "What's he talking about, whoring me out to Marluxia?"

"Demyx is just flappin' his lips," Axel says, his voice tight. He holds on tighter to Xion and glares at Demyx. "Why should I let you watch?"

"Because if you don't, I'm going to tell Saix all about your little side trips to…." Demyx trails off. "Well, we both know where to, don't we? So… we have a deal, right? After all, I would _hate_ for anything to happen to you or your darling little friends." He casually reaches out and tucks a piece of Xion's hair behind her ear.

"Alright," Xion says, unexpectedly.

"Xion!" Axel is surprised, inasmuch as he can be. "Why would you agree to that?"

"He's just going to watch," Xion says quietly. Then turns around and yanks on Axel's coat, forcing him down. She mashes her mouth against his, her hands going to his hair. Xion is horny and as annoyed as she can be about anything. She's annoyed at Axel automatically calling the shots of everything, annoyed at Demyx and his smarmy grin - so they'll do what he wants them to do and then he'll leave them alone, and Xion can show Axel that she isn't some little delicate thing, that she can be in charge of things too.

Demyx is laughing as he sits on the grass, under a tree. He crosses his legs and rests his weight on his elbows, resting his elbows on his thighs. "I like that spark. Sure you don't want to share, Axel? 'cause I'm beginning to think you can't handle a little spitfire like her."

Axel growls and pulls Xion closer, his mouth hot and hungry against hers. He pulls her as close as he can, his hands between her shoulder blades, feeling the click-clack of her spine through her coat. He takes handfuls of her coat, feeling her tiny, thin hands cradling his face.

"No, that won't do. I can't _see _anything," Demyx complains.

"You're supposed to be watching, not directing," Axel growls, breaking apart from the glassy eyed Xion. There's a long string of drool between their mouths, and Axel absently wipes it away with his gloved finger.

"The best songs have audience participation. Do it the way I want you to, or I'll tell Saix your little secret." Demyx smirks, then smiles his dopy smile. "We're comrades in the Organization, Axel! We should listen to each other!"

Axel growls, his grip on Xion's coat tightening, but Xion looks over her shoulder at Demyx.

"What do you want us to do?" Xion asks, wiping across her swollen lips with the back of her hand.

"Turn around, sweetheart. I wanna see your pretty face." Demyx's eyes twinkle at her, and Axel has a feeling that he was trouble when he had a heart - the kind of trouble that gets poor boys sent to jail and rich boys to wander poor neighborhoods.

Xion flushes, but does as instructed. She glances up at Axel, with a "just go along with it" expression, and leans back against him, wrapping his arms around her to rest between her breasts.

"Yeah, just like that. Good girl." Demyx croons, and his hands are stroking along his own arms, raising goosebumps. "You like sea salt ice cream, right Xion? Why don't you pretend that Axel's fingers are a bar of ice cream?"

Xion takes Axel's leather covered hand in her own and squeezes the fingers. A bit tentatively, she starts to lick along the long, bony digit with her little pink tongue.

Axel is standing behind her woodenly, one hand between her breasts, pressing her as close as he can. He watches Demyx with suspicion, his eyes narrow. He doesn't trust Demyx at all, and he doesn't like the crafty look on his face.

"You're such a good girl, Xion, so good at following orders… since Axel doesn't feel like cooperating, why don't you distract him?" Demyx's clever musician's fingers are stroking along his ribs now, through his singlet. "Suck him off."

Xion blushes and glances up at Axel - she doesn't want to do anything he wouldn't want, and she's beginning to get the same feeling from Demyx that Axel's been getting - Demyx is trouble, and it is best to be careful around him. She can't feel the hot bulge of Axel's erection against her ass anymore. Maybe he lost it when Demyx first showed up?

Axel lets go of Xion, to let her turn around. He leans down and kisses her again, a possessive kiss, harder than he ordinarily would, much harder. His lips are bruising hers, his teeth nipping and his tongue probing. When he breaks the kiss, he's smirking again. "Good girl, Xion," he says, and it takes effort for her to not roll her eyes. He's in one of _those _moods, and Xion has a feeling she's going to be walking away from this with hickeys peppering her neck and bite marks on her breasts. Well, if that's what he's in the mood for, she'll return the favor - he can walk away with scratches and bite marks of his own.

Xion unzips Axel's coat, then gets on her knees, fiddling with his belt. She turns around when she hears Demyx clear his throat, looking over one rounded shoulder.

"I can't see if you do it like that," Demyx says, sounding for all the world like a petulant child.

"Than move," Axel says deadpan, his hand moving down to rest on top of Xion's head.

"I'm the one turning the shots here, remember? Why don't you turn around and lemme see in silhouette, hm?"

"Is it too much to ask you to move your lazy ass?" Axel says, his voice full of sass and trouble.

"Yes." Demyx's voice is cold, the cold of the depths of the ocean. "Move, or I'll use the water in your body to move you."

Axel turns, so that he's in silhouette. Xion has to scoot after him, shifting so that the cliff is to their side and Demyx to their other side.

"Much better!" Demyx says brightly. "Continue." He's uncrossed his legs and spread them out straight in front of him, his hands stroking along his upper thighs through the denim of his pants.

Xion looks up at Axel, her hands on the fastenings of his black jeans. When he nods, she undoes them, her hands only shaking a little. It feels… odd, to be doing this in such a big, open exposed place. She's done this kind of thing outdoors before, but usually at night, and not in such a very… open place. She draws the zipper down carefully and tugs them down, just enough to reveal his underwear. It looks pretty empty - his erection must still be pretty much wilted, although there is the merest hint of it. She glances over at Demyx, biting her lip and blushing. "It isn't… he doesn't… I can't do that when it's… flat."

Demyx smirks. "Can't get it up, Axel? I'm sure Vexen has some pills for that kind of thing." He rolls his eyes at Xion's baffled look. "You two've been fucking for a long time. Don't you know what turns him on by now?"

"Well, uh…." Xion flushes harder. She reaches into his underwear and draws his cock out, which is more or less limp. She looks up at Axel, then down at his cock.

Axel rolls his eyes and takes himself in hand, squeezing his fist and doing something twitchy with his wrist. He begins to harden, slowly, although he nearly gets Xion in the face with his fist a few time, which earns him a glare.

When it's finally hard enough for her to suck, Xion leans forward and takes him into her mouth. She's beginning to regret agreeing to this, but she isn't going to let Axel know that - he'd probably end up lording it over her, how she can't make her own proper choices. So she takes the head of his cock into her mouth and sucks on it, hard enough to make his eyes cross.

"That's right," Demyx breathes, leaning so far forward his elbows are practically in the grass. "Suck him dry."

Axel threads his fingers through her hair, feeling the shape of her skull under his palm. She's good at this - she's got an oral fixation, just like Roxas. She doesn't do this too often, complaining that it makes her throat hurt and she doesn't like the taste, but she can do it well enough. He's telling himself not to enjoy this at all - they're being watched, after all, by Demyx. Still, the suction of her mouth is enough to make him shudder, and the hand she has on his hip is radiating heat.

"Very good," Demyx says, his voice husky. When Axel glances over at Demyx, he sees that Demyx is sporting a sizable bulge in his pants, which he is pressing against with the heel of his hand. "Feels so good, doesn't it, Axel? Looks good too, seein' little Xion with her lips wrapped around your dick…."

Xion looks up at Axel, her blue eyes meeting his green ones. She rolls her eyes a bit and makes an expression that might be a grin as her tongue strokes along the underside of Axel's cock, tracing the vein. Demyx is such a… ham, and it's almost funny. Her fingers knead at his hip, the other going to his inner thigh. She feels it twitch under her tongue, and she glances at Demyx out of the corner of her eye.

Demyx has his cock out and in hand. It's swollen and red, the bits that Xion can see peeking out from between his fingers, and he's pumping it, slowly, his eyes glued to Xion's mouth.

Axel tugs on Xion's hair, his hips beginning to thrust faster. "Fuck," he growls, his fingers twisting her hair around and around his fingers. "Xion, I'm going to…."

"Tell her…." Demyx takes a breath, collecting himself in order to form a coherent sentence. "Tell her you love her."

"_What_?" Axel gapes at Demyx, his face a perfect mimicry of real surprise. Nobodies don't talk about love. They don't talk about it, and they certainly don't pretend to be able to _feel _it.

"Just… do it," Demyx growls, his voice rough as he jerks his cock. "Do it or I'll tell Xemnas."

Axel swallows and tries to think coherently, when it feels like his brain is being sucked out of his head through his cock. If Xemnas finds out… they could be in a lot of trouble. "Xion I… I love you," he says quietly, holding on tightly to her hair and pressing her closer.

"Louder," Demyx says. "I barely heard you."

Xion has her eyes close, and there is wetness on her cheeks as she holds on to Axel with both hands, tightly, sucking as hard as she can with her cheeks hollowed out and her tongue dancing along the underside of his cock.

"I… love you," Axel says again, flatly, his hips moving faster. He feels the burn begin to travel up his back.

"Say her name when you say it," Demyx pants, jerking faster. He groans, deep in the back of his throat, but squeeze the root of his cock to keep from coming.

"I love you, Xion," Axel gasps, and he's coming into her mouth.

Xion jerks away from him, coughing and spitting Axel's come out. She looks up at him, glaring a bit, because she's got come in her hair and she isn't exactly fond of the taste.

Axel is staring down at her, panting wildly, and if his eyes look a little misty, well, they're in Neverland, where many things aren't what they seem.

"That was _great_," Demyx enthuses. "Now you do Xion."

"In case you haven't noticed, I can't come again for another half hour," Axel snaps, feeling irritation that's almost real.

"Then return the favor," Demyx says, as if it's the most obvious thing in the world. "Eat her out."

Xion flushes red, wiping her face with her black leather sleeve. She's embarrassed that Demyx saw all of that, even more embarrassed that he wants to see… more.

Axel wordlessly bends down and begins to unzip her coat. He leans forward and kisses her, gently this time, tasting himself on her tongue. He strokes her hair out of her face and thumbs her cheekbones, then begins to kiss down along her neck, from the spot under her ear to her jaw to her neck. He kisses and nips, leaving sizable, noticeable marks, clearly making a statement - Xion is his, not Demyx's, and she's going to stay that way.

"Lie her down," Demyx says quietly. "On her back."

Xion lies back on the grass, her knees pressed together and one eye covered by her hand. She closes the other one, so she doesn't have to look at Demyx, and feels the tickle of the grass under her skin. She can feel Axel's big hands on her belly through the thin material of her shirt. The sun is warm on her face, and it feels nice, warm. It reminds her of something else, although she isn't sure what. She smells sand and salt for a split second, and then it's gone as soon as it came.

"Lift her shirt up," Demyx says quietly, and there's more of that quiet flesh-on-flesh noise, of his hand on his cock.

Xion feels coolness on her belly as Axel draws her shirt upwards, and she blushes as her breasts are bared. The sunlight is warm on them, but the air is cold, and it leaves her nipples hard and tight. She can almost feel Demyx's eyes on her, and it's singularly… uncomfortable. Axel's hands are back on her belly now, and that helps, because it's familiar and warm, and familiarity helps.

"Her breasts…," Demyx says, and he's panting again, harder. "Play with them."

"No specifics?" Axel asks, and his voice is so full of snide sarcasm that Xion has to grin, because it's so very… Axel.

"You two've been at this for a while. You know what she likes."

Axel rolls his eyes and leans down, taking her nipple into his mouth and sucking on it, flickering his tongue along the tip. His teeth nip it, gently, and it makes Xion thrash underneath him, uncovering her face to slide her fingers into his hair, fisting it and tugging it in time with the pull of Axel's mouth. He doesn't seem to mind. He smiles around her nipple and rakes his teeth along it, draping himself over her lower body, his elbows planted on either side of her.

"I can't see," Demyx complains, watching Axel's mouth avidly.

Axel lets go of Xion's nipple with an audible "pop" and glares at Demyx. "You said to do what she likes. This is what she likes." He blows on the nipple, watching it get harder, then begins to kiss between her breasts, down to the smooth skin of her belly. He pauses to dip his tongue into her navel, liking the way it makes her squirm a bit, because she's ticklish around the soft pudge of puppy fat around her navel.

"Take her pants off," Demyx says raggedly, squeezing his cock in his fist.

"But… we're outdoors. People might see." Xion lolls her head to the side and looks out at him with her hazy blue eyes. His eyes are blue, too, although it's a different shade of blue. A brighter shade of blue.

"Who would see, precious? Nobody is around." Demyx's voice is sweet when he talks to Xion, and Xion feels Axel's grip tighten on her hips. It seems jealousy isn't an emotion either, because Axel is clearly feeling it.

"Well…" Xion dithers, biting her lip. But the big, empty place is just that - empty - so she begins to wriggle out of her jeans, undoing her belt and letting Axel pull them down, then off. She giggles when he kisses the bottom of her foot, the way she always does, and she blushes harder when she hears Demyx make some indistinct noise, because it reminds her that they're doing something private and personal in a big, public place, and they're being watched by Demyx.

"Foot fetish, Axel? I never saw you as the type." Demyx is smirking as he leans further forward, his thumb pressing down on the head of his cock.

Axel doesn't say anything. Instead, he concentrates on kissing up her leg, from her Achilles tendon to the strong muscle of her calves to the ticklish spot behind her knee to the inside of her thigh. He's lying on his belly now, his face inches away from her panties, which are damp.

Xion gets up on her elbows to watch him over the curve of her belly, because as embarrassing as it is, sometimes she likes to see him do… this kind of thing. She reaches down and grabs his hair, fisting it as she feels him begin to lick her through her panties, sending little tip-tap messages to her clit with his tongue.

"Take the panties off," Demyx says, "and throw 'em here."

"You can't be serious," Axel says, hooking his fingers under the waistband of Xion's panties and drawing them down. When they're dangling off of one of Xion's ankles, she hears Demyx get up and walk towards them, his pants open and his cock out, hard and pointing at his belly.

Demyx grabs the panties off of her leg and presses them to his face, inhaling. He moans, his cock twitching, and settles closer to the two of them, watching avidly as Axel lowers his mouth to the dark, shiny curls between Xion's thighs and begins to lick.

Xion moans, thrashing under him as his tongue laps along her slit, then moves to her clit and starts to suck. She covers her face with both hands, peeking out at Axel through her fingers. She whimpers as Axel's fingers open her up and moans when his tongue jabs into her, making her shudder. She's more turned on than she wants to think about - Demyx's eyes boring into her seem to be making her wetter, even if she doesn't like it that much.

Axel keeps licking earnestly, feeling the way Xion's thighs are starting to go rigid against his cheeks. She is young - she comes quickly, usually flash bang orgasms that leave her limp and dopy for a good ten minutes or so. He can feel her start to shudder, feel the way her thighs are tightening up against his arms as he licks her harder, jabbing his tongue into her and lapping at her clit.

Xion comes with a squeal, her whole body tightening up as the sweet fire radiates out from her clit outwards, to trickle out of the tips of her fingers and toes. She goes still, barely noticing the wetness that hits her belly until she collects herself enough to realize that the wetness is….

"Was that really necessary?" Axel demands, wiping come out of his hair and onto the grass. "I mean, was it _really _fuckin' necessary to come on me?"

"Thanks guys!" And now, Demyx's voice is nothing but its usual cheerful, dopy self. "That was great! We should do it again some time." He pulls his coat on, heedless of his cock hanging out, and opens a Dark Corridor, stepping through it.

Xion looks at Axel with a dazed expression. "What… was that?" She asks, and she is seriously confused.

"That was you and I not getting beaten within an inch of our none-lives." Axel sits up and presses a kiss to her belly. "And if we're _really _lucky, we didn't have some flying peeping tom watching as well."

Xion groans, then sags into the grass. "So what do we do now?" She asks, cupping his cheek, stroking his cheekbone.

"We get dressed and go to the Castle and file our reports," Axel tells her, and kisses her belly again. "And if we're really lucky, Demyx doesn't ask for an encore performance."


End file.
